01—Abstract
Summary
Summary of the 8-K filed March 6, 2026. Cited figures are marked; the original filing is the authoritative source.
Waste Management, Inc. (WM) filed an 8-K on March 6, 2026, detailing the annual incentive awards granted to its executive officers on March 3, 2026.
These awards, granted under the Company's 2023 Stock Incentive Plan, include performance share units (PSUs) and stock options. The PSUs are tied to two key performance measures: cash flow generation and relative total shareholder return against the S&P 500, with payouts ranging from 0%a to 200% of the target amount.
Stock options vest over three years and have an exercise price equal to the fair market value on the grant date. The filing also outlines the terms for annual cash incentive awards, which are based on operating EBITDA, income from operations margin, and internal revenue growth, with potential adjustments for sustainability performance and individual executive performance.
02—Key points
Key Highlights
- WM granted performance share units (PSUs) and stock options to key executives, including the CEO and CFO.
- PSUs are performance-based, with 50% tied to cash flow generation and 50% to relative total shareholder return (TSR) versus the S&P 500.
- PSU payouts can range from 0% to 200% of the target amount, plus dividend equivalents.
- Stock options have a 10-year term and vest over three years (34% after year one, 33% after years two and three).
- The exercise price for stock options is the fair market value on the grant date, which was $241.55.
- Annual cash incentive awards are based on operating EBITDA, income from operations margin, and internal revenue growth, with potential adjustments for sustainability and individual performance.
- The filing includes specific PSU grant amounts for key executives, with CEO James C. Fish, Jr. receiving 49,350 PSUs.
03—Questions
Frequently Asked Questions
What types of incentive awards were granted to Waste Management's executives?
Waste Management granted three types of incentive awards to its named executive officers: performance share units (PSUs), stock options, and annual cash incentive awards.
How will the performance share units (PSUs) be earned?
PSUs are earned based on the achievement of two performance measures. Fifty percent of the PSUs are tied to cash flow generation, and the other fifty percent are tied to total shareholder return relative to the S&P 500. The payout can range from 0% to 200% of the targeted amount, plus accrued dividend equivalents.
What is the vesting schedule for the granted stock options?
The stock options have a graded vesting schedule: 34% vest on the first anniversary of the grant date, 33% vest on the second anniversary, and the remaining 33% vest on the third anniversary.
What factors influence the annual cash incentive awards?
The annual cash incentive awards are primarily based on performance measures including operating EBITDA, income from operations margin, and internal revenue growth. Payouts can be adjusted by up to 10% based on a sustainability scorecard and by up to 25% at the Committee's discretion based on individual executive performance.
04—Continue